means the memorandum and articles of association of the Corporation, as expected to be amended immediately prior to the Closing Date.

"Audit Committee"

means a committee established by the board of directors of a corporation to act as a liaison between the auditors, management and the board of directors of a corporation, to ensure that the auditors of the corporation have a facility to consider and discuss governance and audit issues with parties not directly responsible for operations and to oversee the accounting and financial reporting processes of the corporation.

"Audited Financial Statements"

means the Corporation's audited financial statements and related notes thereto for the year ended December 31, 2010 and for the period from June 16, 2009 to December 31, 2009.

"Board"

means the board of directors of the Corporation.

"BVI Act"

means the Business Companies Act, 2004 (British Virgin Islands).

"CDS"

means CDS Clearing and Depository Services Inc.

"Closing Date"

means the date of closing of the Offering.

"Common Shares"

means the common shares in the capital of the Corporation.

"Consolidated Adjusted WorkingCapital"

means the consolidated working capital of the Corporation adjusted to exclude the non-cash items of the deferred consideration in the form of Common Shares having an aggregate value of US$2.7 million due to Antonio Barradas and Osvaldo DiGiorgio, pursuant to the Samco Stock Purchase Agreement.

"Corporation"

means Samco Gold Limited, a corporation incorporated under the laws of the British Virgin Islands, and its wholly owned Argentinean subsidiaries, Samco Gold S.A. and 5R S.A., when the context requires.

"EIR"

means environmental impact report.

"El Dorado Consideration"

means the sum of US$750,000 due to the vendors pursuant to the 5R Agreement, as more particularly described under the heading "Description of the Business".

"Escrow Agreement"

means the escrow agreement among the Corporation, the Transfer Agent and the holders of escrowed securities, to be dated the Closing Date.

"Exchange"

means the TSX Venture Exchange.

"Financial Statements"

means the Audited Financial Statements and the Corporation's unaudited condensed and consolidated interim financial statements and related notes thereto for the three months ended March 31, 2011 and 2010.

"Grasta"

means Grasta Petroleo S.A.

"ha"

means hectare.

"IFRS"

means International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee

"km"

means kilometres.

"Loan Agreement"

means the loan agreement dated June 12, 2009 between Samco Resources Limited and Samco Gold S.A., as amended and as assigned to the Corporation.

"m"

means metres.

"MD&A"

means Management's Discussion and Analysis.

"Mining Code"

means the Argentinean National Mining Code enacted in 1997, as amended.

means the Judite, Corina, Ginette, Giancarla, Maribel I, Judite I and Judite II properties described in the Technical Report.

"SRL"

means Samco Resources Limited.

"Tax Act"

means the Income Tax Act (Canada) and the regulations thereunder, as amended.

"Technical Report"

means the technical report entitled "Technical Report on a Portfolio of Exploration Properties in Santa Cruz Province, Argentina" dated May 20, 2011, prepared for the Corporation by Dr. David Patrick of A.C.A. Howe International Limited.

"Underwriters' Commission"

means the cash commission to be paid to the Underwriters equal to 7% of the gross proceeds from the sale of the Common Shares pursuant to the Offering.

"Underwriters' Warrant Shares"

means that number of Common Shares equal to 7% of the number of Common Shares sold pursuant to the Offering, which are issuable upon exercise of the Underwriters' Warrants.

"Underwriters' Warrants"

means that number of non-transferable Underwriters' warrants equal to 7% of the number of Common Shares sold pursuant to the Offering; each Underwriters' Warrant entitles the holder thereof to acquire one additional Common Share at the Offering Price for a period of 24 months after the closing of the Offering.